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4.29 '7 1 4.29 2022 ORGAN[ZAT[ONALUBella—(Formerly Chazen)—Engineering Services RESOLUTION AUTHORIZING ENGAGEMENT OF LABELLA ASSOCIATES, D.P.C. FOR PROVISION OF 2022 ENGINEERING TECHNICAL SERVICES TO TOWN OF QUEENSBURY RESOLUTION NO.: ,2022 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 23,2021, the Queensbury Town Board authorized an Agreement with The Chazen Companies (Chazen) for provision of professional engineering technical services to the Queensbury Town Board, Queensbury Planning Board, Queensbury Zoning Board of Appeals and Community Development Department through December 31", 2021, and WHEREAS, Chazen has combined and integrated its business with LaBella Associates, D.P.C. (LaBella), and WHEREAS, the Town Board wishes to authorize LaBella's professional engineering technical services for the year 2022, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes engagement of LaBella Associates, D.P.C. (LaBella) for provision of professional engineering technical services to the Queensbury Town Board, Queensbury Planning Board, Queensbury Zoning Board of Appeals and Community Development Department through December 31", 2022, as set forth in LaBella's December 21, 2021 Proposal No. PM213.44/Professional Services Agreement presented at this meeting, and BE IT FURTHER, RESOLVED, that the Town Board authorizes and directs the Town Supervisor to execute Proposal No. PM213.44/Professional Services Agreement substantially in the form presented at this meeting and any other needed documentation, and BE IT FURTHER, RESOLVED, that payment for such services shall be from the appropriate Town accounts as may be determined by the Town Supervisor, Director of Planning, Zoning and Code Compliance and/or Town Budget Officer, and BE IT FURTHER, RESOLVED, that the Town Board and authorizes and directs the Town Supervisor, Director of Planning, Zoning and Code Compliance and/or Town Budget Officer to take such other and further actions as may be necessary to effectuate the terms of this Resolution. Duly adopted this Yd day of January,2022, by the following vote: AYES NOES ABSENT: ' . LaBeRa Powered by partnership. December 21, 2021 Supervisor John Strough Members of the Town Board Queensbury Town Hall 742 Bay Road Queensbury, New York 12804 Re: Letter of Intent Continuation of Town Engineering Services-2022 Labella Proposal No. PM213.44 Dear Supervisor Strough/Members of the Town Board: We are pleased to offer this letter of intent outlining our desire to continue to provide professional engineering services to the Town of Queensbury as the Town Designated Engineer in 2022. January 1, 2022 represents a milestone in our business integration as The Chazen Companies combines with LaBella Associates(LaBella). We would like to thank the Town of Queensbury (Town) for the opportunity to serve as your Town Designated Engineer(TDE) since 2011 and look forward to continuing this service as LaBella in 2022 and beyond. With many years of service to the Town we have garnered a unique perspective that will support the Town's goals and vision, while providing professional services efficiently, capitalizing on the experiences realized over this time.We want to assure you that the Chazen Team you are familiar with will continue to support the Town as part of LaBella. As part of LaBella,we can also expand offerings and note that LaBella,based out of Rochester, New York, is a multidisciplinary Engineering News Record 500 consulting firm with over 1,200 employees across eight divisions,including Architecture and Interiors,Buildings Engineering,Civil Engineering(which also includes Landscape Architecture, Data Intelligence, Planning and Utilities), Environmental, Program Management, Power Systems Engineering,Transportation and Waste and Recycling. For the 2022 calendar year, we propose to provide all services to the Town (Town Board Assignments, Planning Board Assignments, Zoning Board Assignments and work for all other Departments) at our discounted Municipal Rates. These rates represent a 10% discount from our standard rates. Our 2022 Municipal Rate sheet is attached to this letter. Our 2022 discounted rates reflect an average increase of 4.77%compared to our 2021 discounted rates. It is important to note that it is Labella's policy to assign projects to qualified staff at the lowest hourly rates. We have done this during our entire relationship with the Town and will continue to do so, unless the Town requests certain staff for particular assignments. We note that as part of our service, Labella is to provide the Town Board with a monthly summary(due the first week of the following month) of ongoing and new projects, activities or services; this summary will include descriptions, progress and timetables for each project/activity/service. 20 Elm Street I Suite iio I Glens Falls, NY 12801 I p(518)812-0513 w ww.labellapc.com We hope that you find this letter satisfactory as we look forward to continuing our relationship with the Town. If, in fact, the Town does find this letter of intent acceptable and as formal authorization for our office to proceed, please sign and date the attached professional services agreement. If you have any questions or require additional information, please do not hesitate to call our office at 518-812-0513. We look forward to serving the Town in 2022 and beyond!Thank you! Sincerely, Sean M. Doty, P.E., LEED AP, CPMSM Principal Director, Municipal Engineering Services Encl: 2022 Billing Rate Schedule Professional Services Agreement cc: Craig Brown,Zoning Administrator,Town of Queensbury(via email only) Pamela Hunsinger, Legal Assistant,Town of Queensbury(via email only) Christopher Round,AICP, Principal,VP of Planning Services, La Bella (via email only) Joseph Lanaro, P.E., Principal,VP Engineering Services, LaBella (via email only) 2 LABELLA EASTERN /MID-HUDSON NEW YORK BILLING RATES EFFECTIVE JANUARY 2022 BILLING TITLE HOURLY RATE SeniorPrincipal ............................................................................................ $220 Senior Professionals Senior Professional V.................................................................. $207 Senior Professional IV................................................................ $193 Senior Professional III................................................................ $180 Senior Professional II................................................................. $166 Senior Professional I.................................................................. $153 Professionals ProfessionalV........................................................................................... $144 ProfessionalIV........................................................................... $135 Professional III........................................................................... $126 ProfessionalII........................................................................................... $118 Professional ............................................................................... $112 Technicians TechnicianVI............................................................................ $108 TechnicianV............................................................................. $103 TechnicianIV........................................................................... $96 TechnicianIII........................................................................... $90 TechnicianII............................................................................ $85 TechnicianI............................................................................. $76 Project Administrator II............................................................................. $81 Project Administrator I............................................................................... $72 SurveyCrew ............................................................................................... $193 Labor charges include administrative services, telephone, US mail and facsimiles. DIRECT COSTS: Reimbursable expenses are in addition to personnel charges and include expenditures made in the interest of the project for the expenses as listed below: • Reproduction of reports,drawings,photocopies andblueprints • Messenger and express service deliveries • Travel,tolls,and overnight expenses. Auto use will be charged at IRS standard business mileage rate. • Maps,photographs,ordinances,plans and other documents directly related to and necessaryto complete contractual obligations. SUBCONTRACTORS:Subcontractors work willbe billed at actual cost plus 15%. COURT PROCEEDINGS: All requests for appearance before a Judge or other Officer of the court will be billed on a per diem basis at a rate of$2,800 per day, plus direct expenses. Other litigation support will be billed at a rate of$350 per hour,plus direct expenses. BILLING: Project costs will be billed monthly. Invoices are payable upon receipt. Invoices not paid within 30 days will be assessed a finance charge of 1.5%per month. [Form 2022-A] Professional Services Agreement Agreement made the day of , 2021 between LaBella Associates, D.P.C. ("LaBella") and The Town of Queensbury for services related to the following Project: Town of Queensbury—2022 TDE Services Queensbury,NY Proposal Number: PM213.44 LaBella and Client hereby agree as follows: 1. Description of Services: LaBella shall perform the services set forth and described in LaBella's proposal, dated December 21, 2021 , a copy of which is attached as Exhibit A, in accordance with the terms and conditions of this contract attached as Exhibit B. 2. Compensation for Services: Client shall compensate LaBella for its professional services as set forth in LaBella's proposal. LaBella shall submit invoices for services rendered on a monthly basis. Client shall make payment to LaBella no later than thirty(30) days after the date of each invoice. 3. Term: LaBella shall commence performing its services when Client gives notice to proceed. This Agreement shall terminate when LaBella's services are completed, or as otherwise provided in this Agreement. 4. Insurance: LaBella shall maintain, at its own expense, throughout the term of this Agreement and until the expiration of all applicable statutes of limitation, the following insurance coverages: r • Comprehensive general liability insurance with policy limits of not less than $1,000,000 each occurrence and$2,000,000 in the aggregate for bodily injury and property damage; • Automobile liability insurance covering owned, non-owned, rented and hired vehicles operated by LaBella with policy limits of not less than $1,000,000 combined single limit and aggregate for bodily injury and property damage; • Umbrella liability insurance with policy limits of not less than $10,000,000 each occurrence and $10,000,000 in the aggregate; • Worker's compensation insurance at statutory limits and employer's liability insurance with a policy limit of not less than $1,000,000 for all employees engaged in the rendering of professional services under this Agreement; and • Professional liability insurance with policy limits of not less than$5,000,000 per claim and $5,000,000 in the aggregate. Client shall be named as an additional insured on a primary and non-contributory basis under the CGL,Automobile and Umbrella insurance policies. LaBella shall provide to the Client certificates of insurance evidencing compliance with the requirements of this Agreement. The certificates shall contain a provision that at least thirty (30) days prior written notice shall be given to Client in the event of cancellation, non-renewal, or reduction of the insurance. 5. Indemnification: To the fullest extent permitted by law,LaBella shall indemnify and hold the Client and its officers and employees harmless from and against liabilities, damages, losses and judgments, including reasonable attorneys' fees and expenses recoverable under applicable law, but only to the extent they are caused by the negligent acts or omissions of LaBella, its employees and its consultants in the performance of professional services under this Agreement. Client agrees that LaBella's financial responsibility for any and all liabilities, damages, losses, judgments, expenses and attorneys' fees shall be limited to the lesser of fee collected under this project/assignment or the available proceeds of LaBella's insurance coverage. LaBella Associates, D.P.C. Client Name By: By: Name Name Title Title Date: Date Exhibit A LaBella's Proposal (Attached as Cover) Terms and Conditions LaBella's Responsibilities: LaBella shall designate a representative authorized to act on its behalf with respect to the Project. All notices required under this Agreement shall be given to that representative. LaBella shall perform its services consistent with the professional skill and care ordinarily provided by members of the same profession practicing in the same or similar locality under the same or similar circumstances. LaBella shall perform its services as expeditiously as is consistent with such professional skill and care, and the orderly progress of the Project. LaBella shall comply with all applicable federal, state, and local laws and regulations in effect during the term of this Agreement. LaBella shall promptly inform Client of any changes to any laws and regulations that LaBella reasonably believes will have a material effect upon the cost of the Project,or the scope of LaBella's services. In such event,Client and LaBella shall re-negotiate the terms of this Agreement,and if unable to do so,then either party may terminate this Agreement without cause and without penalty or liability to the other party. Client's Responsibilities: Client shall designate a representative authorized to act on its behalf with respect to the Project. All notices required under this Agreement shall be given to that representative. Client shall provide LaBella with all available information regarding the Project necessary for LaBella to perform its professional services,including Client's requirements for the Project. Client also shall provide information regarding the Project site and any existing facilities, including destructive testing and investigation of concealed conditions and hazardous substances,in a timely manner. If Client does not perform destructive testing or investigation, nor provide information beyond that which is apparent by non-intrusive observations, or in the event documentation or information furnished by Client is inaccurate or incomplete, then any resulting damages, losses and expenses, including the cost of LaBella's changes in service or additional services, shall be borne by Client. Client shall examine documents submitted by LaBella and render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of LaBella's services. Additional Services: LaBella may provide additional services after execution of this Agreement without invalidating.the Agreement. LaBella shall not proceed to provide any additional services, unless and until LaBella receives written direction from Client. Client shall compensate LaBella for additional services as set forth in LaBella's proposal, or as agreed upon in writing signed by both parties. Assignment: Neither party may assign any benefit or obligation under this Agreement without the prior written consent of the other party, except LaBella may use the services of persons and entities not in LaBella's employ when appropriate and customary to do so. Confidentiality: During the Project, confidential and/or proprietary information of the Client might be furnished to LaBella. LaBella shall use such information for the purpose of providing its professional services on the Project,and for no other purpose. LaBella shall hold such information in strict confidence, and shall not disclose such information to any person or entity, except sub- consultants engaged on the Project. Upon completion of its services, LaBella shall return or destroy all confidential and/or proprietary information to the Client. Instruments of Service: All documents prepared or furnished by LaBella pursuant to this Agreement are instruments of professional service, and LaBella shall retain its ownership and property interest therein, including all copyrights. Upon payment for services rendered, LaBella grants Client a license to use the instruments of service for the purposes of constructing,occupying and maintaining the Project. Reuse or modification of any such documents by Client without LaBella's written permission shall be at Client's sole risk, and Client agrees to defend, indemnify, and hold LaBella harmless from all claims, damages and expenses, including attorneys' fees, arising out of such reuse by Client or by others acting through Client. Escalation: In the event the term of this Agreement is extended beyond the period of service set forth in LaBella's proposal, then compensation for professional services are subject to review and escalation by LaBella upon thirty(30) days written notice to Client. Suspension: Client may suspend this Agreement in whole or in part at any time for convenience upon seven(7)days written notice. Upon receipt of notice,LaBella shall immediately discontinue all services. LaBella shall be entitled to compensation for all services rendered up to the date of suspension. If the suspension exceeds three (3)months, an equitable adjustment in compensation shall be negotiated to compensate LaBella for all reasonable costs incurred by LaBella on account of the suspension of the Project. Termination: Either party may terminate this Agreement for cause upon seven (7) days written notice with an opportunity to cure any default during that period. Disputes: The parties agree that mediation before a mutually agreeable neutral third party shall be a condition precedent to any legal action arising out of this Agreement,unless waived in writing by the parties. The cost of the mediation shall be borne equally by the parties.The mediation shall be conducted in accordance with the Construction Industry Mediation Rules of the American Arbitration Association, unless the parties agree otherwise. No demand for mediation shall be made after the date that the applicable statute of limitations would bar a legal or equitable action based on the claim or dispute. Venue and Jurisdiction: Any legal suit, action or proceeding arising out of or relating to this agreement shall be instituted in a court of competent jurisdiction located in the state and county where the project is located. The parties hereby waive any objection which they may have now or hereafter to the venue of any such suit, action or proceeding, and also hereby irrevocably consent to the personal jurisdiction of any such court in any such suit, action or proceeding. Choice of Law: This Agreement shall be interpreted, construed and enforced in accordance with the laws of the state where the project is located without giving effect or reference to any conflict of laws provisions. Consequential Damages: In any suit,action or proceeding,the parties shall be entitled to recover compensatory damages incurred as a result of the breach of this Agreement,but neither party shall be liable to the other for any special, indirect, or consequential damages. Late Fees, Costs and Attorneys' Fees: An additional charge of 1.5% of an invoice will be imposed each month on all past due accounts. Imposition of such charges does not constitute an extension of the payment due date. In the event that LaBella must bring suit to collect payment of any invoices, then Client agrees to pay LaBella's costs and expenses, including reasonable attorneys' fees. Remedies Cumulative: The rights and remedies available to a party under this Agreement are cumulative and in addition to, not exclusive of, or in substitution for, any other rights or remedies either party may have at law, or in equity, or under this Agreement. Nothing contained in this Agreement shall be deemed to preclude either party from seeking injunctive relief,if necessary,in order to prevent the other party from willfully or intentionally breaching its obligations under this Agreement or to compel the other party to perform its obligations hereunder. Non-Waiver: Failure by either party at any time to require performance by the other party or to claim a breach of any provision of this Agreement will not be construed as a waiver of any right accruing under this Agreement, nor affect any subsequent breach, nor affect the effectiveness of this Agreement or any part hereof,nor prejudice either party as regards any subsequent action. Force Majeure: Neither party to this Agreement shall be liable to the other for delays in performing the obligations called for by this Agreement, or the direct and indirect costs resulting from such delays, that are caused by labor strikes, riots, war, acts of government authorities other than the Client (if a governmental authority), extraordinary weather conditions, epidemics, pandemics or other natural catastrophe, or any other cause beyond the reasonable control or contemplation of either party. Severability: The provisions of this Agreement are hereby agreed and declared to be severable. Any term or provision of this Agreement which is held to be unenforceable by a court of competent jurisdiction shall be deemed to have been stricken from this Agreement, and the remaining terms and provisions of this Agreement shall be construed and enforced without such terms or provisions. Counterparts: This Agreement may be executed in one or more counterparts, each one of which shall be deemed an original,but all of which together shall constitute one and the same instrument. Scope of Agreement: This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations or agreements, either written or oral, except that terms specific to future projects shall be set forth in LaBella's proposals. This Agreement may be amended only by written instrument signed by both parties.